Deductions and Withholdings, Payment of Deferred Compensation. All amounts payable under this Agreement shall be paid less deductions and income and payroll tax withholdings as may be required under applicable law and any benefits and perquisites provided to you under this Agreement shall be taxable to you as may be required under applicable law.

“Deferred Compensation Account” means the bookkeeping account described in [Section 5(a)(i)]. A sub-account shall be established within the Deferred Compensation Account for each Plan Year in which a Deferred Stock Participant elects to defer compensation into the Deferred Compensation Account in accordance with Section 4(a).

Compensation deferred under an eligible deferred compensation plan within the meaning of Code §457(b).

DEFERRED COMPENSATION PLAN: Nothing herein is intended to effect a Participant’s ability to participate in the Company’s Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”), amended and restated as of May 1, 2008, and as may be further amended from time, subject in all respects to the terms and conditions of the Deferred Compensation Plan.

settlement of all deferred compensation arrangements in accordance with any then applicable deferred compensation or election form.

Deferred Compensation Account – The Company shall maintain a Deferred Compensation Account in the name of each Monthly Deferral Participant who elects to have a Deferral Amount credited in cash pursuant to Section 4 hereof for a given Plan Year. The Deferred Compensation Account shall be denominated in U.S. dollars, rounded to the nearest whole cent. For each month, Deferral Amounts allocated to a Deferred Compensation Account shall be credited to the Deferred Compensation Account as of the last Business Day of the month.

Equity Compensation Deferrals—Deferred equity compensation shall be converted into RSUs representing DIRECTV common stock. The use of units is for recordkeeping purposes. Deferred equity compensation shall not be diversified into other hypothetical investments and only shares of DIRECTV stock shall be paid from the deferred equity compensation.

INVESTMENT ACCOUNTS. The amount of a Participant’s Deferred Compensation pursuant to an Election shall be deemed credited to the investment options specified in this Section 5 in the manner elected by the Participant. A Participant’s election as to the investment options in which his or her Deferred Compensation for a Plan Year shall be deemed to be invested shall be irrevocable by the Participant with respect to Deferred Compensation and deemed earnings thereon, and Deferred Compensation and deemed earnings thereon cannot be transferred between investment accounts. A Participant may elect to credit no less than twenty-five percent (25%) of his or her Deferred Compensation for a Plan Year (the “Minimum Election”) to any particular investment option. Any amounts in excess of the Minimum Election shall be made in five percent (5%) increments. If a Participant fails to direct the investment of any Deferred Compensation, all such Deferred Compensation will be credited to the Participant’s Deferred Cash Account. A Participant may elect to have his or her Deferred Compensation deemed to be invested in one or more of the following investment accounts:

Compensation. For purposes of determining Carmon’s Compensation under the Plan, the bonus of $85,000 paid to him in January of 2013, and the bonus of $100,000 paid to him in January of 2014 shall be treated as bonuses paid pursuant to the Packaging Corporation of America Executive Incentive Compensation Plan. Therefore, they will be included in the calculation of his benefit from this Plan.

Compensation. Compensation for purposes of determining the "Automatic Deferral Percentage" has the same meaning as